Payment of Severance Payments Sample Clauses

Payment of Severance Payments. (A) Each payment provided for in Section 4.1 hereof is intended to constitute a separate payment within the meaning of Section 409A of the Code. The payments provided for in subsections (A) and (E) of Section 4.1 hereof shall be made on the sixtieth (60th) day following the Date of Termination subject to Section 4.3(B) below; and in the event the Executive becomes entitled to Severance Payments pursuant to the second sentence of Section 4.1, the payments provided for in subsections (A) and (E) of Section 4.1 hereof shall be made on the sixtieth (60th) day following the actual Change in Control that triggered the Severance Payments. (B) If any payment, compensation or other benefit provided to the Executive in connection with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Executive is a “specified employee,” as such term is defined under Section 409A(a)(2)(B)(i) of the Code, all such payments shall be suspended during the six-month period following the Executive’s “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. The Company is entitled to determine whether any amounts under this Agreement are to be suspended, and the Company shall have no liability to the Executive for any such determination or any errors made by the Company in identifying the Executive as a specified employee. If any amounts are suspended pursuant to the foregoing, such amounts shall be paid on the earlier of (i) the first business day following the expiration of the six-month period referred to in the first sentence of this subsection or (ii) the date of the Executive’s death. Any amounts so suspended shall earn interest thereon, if applicable, calculated based upon the then prevailing monthly short-term applicable federal rate. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the six-month period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during such six-month period on the first business day of the month following the expiration of the six-month period referred to above. (C) A termination of...
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Payment of Severance Payments. In the absence of a Hostile Take-Over, your Severance Payments will be made at bi-weekly intervals following your Termination. However, these payments will immediately terminate in the event you fail to abide by the restrictive covenants set forth in Paragraph 2.4. Should your Termination occur in connection with a Hostile Take-Over, the Severance Payments will be made to you in a lump sum payment within thirty (30) days after your Termination and the provisions of Paragraph 2.4 will not apply. All Severance Payments will be subject to the Company's collection of all applicable federal and state income and employment withholding taxes.
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Payment of Severance Payments. Pursuant to this Agreement, Employee is eligible for the following Severance Payments: a. A cash payment, which is equivalent to Employee’s target 2023 annual cash bonus (the amount at target being $465,370 or 75% of Employee’s base salary), prorated to reflect the six months Employee was employed by ▇▇▇▇▇ during 2023 through the Separation Date and subject to actual performance, and such payment shall be paid out in February 2024; b. A cash payment, which is equivalent to Employee’s target 2023 annual restricted stock unit grant (the amount at target being $465,370 or 75% of Employee’s base salary), prorated to reflect the six months Employee was employed by ▇▇▇▇▇ during 2023 through the Separation Date and subject to actual performance, and such payment shall be paid out in February 2024; c. A share award under each of the long-term incentive programs (“LTIPs”) (the 2021-2023 LTIP, 2022-2024 LTIP and 2023-2025 LTIP) in which Employee participates, prorated to reflect the number of months Employee was employed by Masco during the applicable performance period through the Separation Date; such share award shall be calculated based on the target opportunity and base salary set forth in each LTIP agreement; provided that such awards shall be subject to achievement of the established performance goals for each LTIP. LTIP awards, if any, shall be made in February 2024, February 2025 and February 2026, respectively; d. An extension of the exercise period any outstanding stock options granted to Employee prior to 2020 under the 2014 Masco Corporation Long Term Stock Incentive Plan, from 30 days from the Separation Date to 90 days from the Separation Date; and e. Accelerated vesting of 2,072 unvested shares of restricted stock held by Employee. Such vesting shall occur within fifteen (15) days of the Effective Date of this Agreement; provided that Employee does not revoke this Agreement pursuant to Paragraph 3.c. and continues to comply with Paragraph 2 below. Masco will pay Employee the Severance Payments consistent with this Agreement.
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Payment of Severance Payments. The payment of any consideration provided under Section 4 shall be payable in accordance with the Company’s customary payment practices, less all applicable federal and state taxes and withholdings. Notwithstanding any provision in this Agreement to the contrary, the Company shall not have any obligation to pay any amount or provide any benefit, as the case may be, under this Agreement pursuant to Section 4 unless the Executive executes, delivers to the Company, and does not revoke (to the extent Executive is permitted to do so), a general release within sixty (60) days of the Executive’s termination of employment with the Company, which shall set forth a release of the Company and its affiliates, in a form acceptable to the Company, of all claims against the Company and its affiliates relating to the Executive’s employment and termination thereof, and which may also include an agreement to continue to comply with and be bound by, the provisions of Section 7. Subject to Section 8, the severance consideration payable under Section 4.c. or Section 4.e. shall be made in a lump sum payment on the first payroll date that occurs coincident with or following the sixty-first (61st) day after the Executive’s “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding anything to the contrary in the foregoing, a termination of the Executive’s employment for purposes of this Section 4, shall be deemed to have occurred only if such termination constitutes a “separation from service” within the meaning of Code Section 409A, determined by applying the default rules thereof.
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Payment of Severance Payments. The Executive shall have a period of 21 days following the Termination Date to consider whether to execute this General Release. If the Executive accepts the terms hereof and executes this General Release prior to the expiration of such 21-day period, he may thereafter, for a period of 7 days following (and not including) the date of execution, revoke this General Release. If no such revocation occurs, this General Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed.
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Payment of Severance Payments. If Severance Amounts become due and payable by the Subsidiary in connection with the termination or severance of any of the Persons listed on the Estimated Severance Amounts list that forms a part of Schedule 3.22 in respect of their employment arrangements and letter agreements listed in paragraphs 8 and 9 of Schedule 3.19 and in connection with the transactions contemplated by this Agreement, Buyer, and not Seller, shall be obligated to pay or cause the Subsidiary to pay, in each case, the amount of the Estimated Severance Amount so listed when and as such becomes due and payable. To the extent that such amount in any case exceeds the amount so listed, Seller hereby covenants and agrees to pay to the Subsidiary the following: 50% of the first $103,900 of the aggregate of all such excess amounts, if any, and 90% of the aggregate of all such excess amounts, if any, exceeding $103,900 when and as such Severance Amounts become due and payable.
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Payment of Severance Payments. Pursuant to this Agreement, Employee is eligible for the following Severance Payments: a. A cash payment, which is equivalent to Employee’s target 2025 annual cash bonus (the amount at target being $1,968,876 or 150.0% of Employee’s base salary), prorated to reflect the number of days Employee was employed by Masco during 2025 through the Separation Date and subject to actual performance, and such payment shall be made in February 2026; b. A cash payment, which is equivalent to Employee’s target 2025 annual restricted stock unit grant (the amount at target being $2,001,690 or 152.5% of Employee’s base salary), prorated to reflect the number of days Employee was employed by Masco during 2025 through the Separation Date, and such payment shall be made in February 2026; and c. A share award under each of the long-term incentive programs (“LTIPs”) (the 2023-2025 LTIP and 2024-2026 LTIP) in which Employee participates, prorated to reflect the number of months Employee was employed by ▇▇▇▇▇ during the applicable performance period through the Separation Date; such share award shall be calculated based on the target opportunity and base salary set forth in each LTIP agreement; provided that such awards shall be subject to achievement of the established performance goals for each LTIP. LTIP awards, if any, shall be made in February 2026 and February 2027, respectively; provided that Employee does not revoke this Agreement pursuant to Paragraph 3.c. and continues to comply with Paragraph 2 below. Masco will pay Employee the Severance Payments consistent with this Agreement.
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Payment of Severance Payments. Immediately prior to the Closing, the Company shall pay all of the Required Severance Payments (set forth on Schedule 4.1(d) hereto); provided, however, that to the extent the Company will have a negative Net Cash Position after the payment of such Required Severance Payments, then the Company may defer the payment of an amount equal to the Permissible Shortfall (as defined in Section 5.1(r)) until after Closing and promptly, but in any event within seven calendar days after the Closing KLA-Tencor shall pay, or cause the Surviving Corporation to pay, any amount still owed under such Required Severance Payments to each respective recipient who has submitted to the Company a full settlement and release of any and all claims against the Company and KLA-Tencor (but in no event shall the aggregate amount paid by KLA-Tencor, or the Surviving Corporation, as the case may be, exceed the Permissible Shortfall amount). Each scheduled recipient of a Required Severance Payment who shall not provide a full settlement and release of any and all claims against the Company and KLA-Tencor shall receive payments according to the timing schedule which would otherwise apply under the terms of the applicable original agreement providing for such severance.
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Payment of Severance Payments. The cash severance payments under Section 1(d)(iii) shall be paid on a monthly basis beginning in December 2019. Each month’s payment shall be made no later than the 15th day of the applicable month. In the event that the Executive dies before the end of such twelve-month period, the payments for the remainder of such period shall be made to the Executive's estate. The payments under this subsection shall be made in compliance with Section 409A of the Code.
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Related to Payment of Severance Payments

  • Reduction of Severance Benefits If any payment or benefit that the Executive would receive from any Company Group member or any other party whether in connection with the provisions in this Agreement or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (x) the full amount of the Payment or (y) a lesser amount that would result in no portion of the Payment being subject to the Excise Tax, whichever of those amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Executive’s receipt, on an after-tax basis, of the greater amount. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: (A) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced); (B) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (C) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (D) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of Payment reductions. The Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and the Executive will not be reimbursed, indemnified, or held harmless by any member of the Company Group for any of those payments of personal tax liability.

  • Severance Payments 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.